Transferor (Party A): Business License:
Address: Postal Code:
Legal Representative: Tel:
Transferee (Party B): Business License:
Address: Postal Code:
Legal Representative: Tel:
Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement on the transfer of shares of the Company through friendly negotiation:
I. equity transfer price and payment method
1. Party A agrees to transfer the capital contribution of RMB * * * holding% of the company's shares to Party B (in words:), and Party B agrees to purchase the above shares at this price and amount.
2. Party B agrees to pay the shares transferred by Party A in a lump sum in cash on the date of signing this contract.
Second, the two sides guarantee terms
1. Party A guarantees that the shares transferred to Party B are the real capital contribution of Party A in the company, which is the equity legally owned by Party A, and Party A has complete right to dispose of them. Party A guarantees that the transferred shares are not mortgaged, pledged or guaranteed, and are not subject to recourse by any third party. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its shares, its original rights and obligations in the company shall be enjoyed and borne by Party B with the transfer of shares.
3. Party B acknowledges the provisions of the Articles of Association and this contract, and promises to perform its obligations and responsibilities in accordance with the Articles of Association.
Third, share profits and losses.
After the company is approved and registered as a shareholder by the administrative department for industry and commerce, Party B becomes a shareholder of the company and shares the profits and losses of the company according to the proportion of capital contribution and the articles of association.
Fourth, cost commitment.
All share transfer fees stipulated by the company shall be borne by both parties according to regulations.
Verb (abbreviation of verb) Alteration and dissolution of contract
Under any of the following circumstances, the contract may be modified or dissolved, but both parties must sign a written modification or dissolution of the contract:
1. The contract cannot be performed due to force majeure or external reasons that one party has no fault but cannot be prevented.
2. One party loses its actual performance ability.
3. Due to the breach of contract by one or both parties, the economic interests of the observant party are seriously affected, which makes the performance of the contract unnecessary.
4. If the situation changes, both parties agree to change or terminate the contract through consultation.
Settlement of intransitive verb disputes
1. Disputes related to the validity, performance, breach and dissolution of this contract shall be settled through friendly negotiation.
If negotiation fails, either party may apply for arbitration or bring a lawsuit to the people's court.
Seven. Conditions and date of entry into force of the contract
This contract shall come into effect after being approved by the shareholders' meeting of the company and signed by all parties.
Eight. This contract is made in quadruplicate, one for each party, one for the administrative department for industry and commerce and one for the company, all of which have the same legal effect.
Party A (signature): Party B (signature):
date month year
Equity transfer agreement
Transferor: (hereinafter referred to as Party A)
ID number:
Transferee: (hereinafter referred to as Party B)
ID number:
Shenzhen XXX Co., Ltd. (hereinafter referred to as the company) was established in Shenzhen in XX. Among them, Party A holds XX% equity, which Party A is willing to transfer to Party B, and Party B is willing to accept. Now, according to the Company Law of People's Republic of China (PRC) and the Contract Law of People's Republic of China (PRC), Party A and Party B have reached the following agreement on equity transfer through consultation:
1. equity transfer price and the payment term and method of the transfer money:
1. Party A holds XX% equity of the company. According to the Articles of Association, Party A shall contribute RMB XX million. At present, Party A has transferred its XX% equity of the company to Party B at a price of XX million yuan.
2. Party B shall pay the equity transfer money to Party A in cash (or bank transfer) in the currency and amount specified in the preceding paragraph within three months from the effective date of this agreement.
2. The transferor guarantees that it has the right to completely dispose of the equity it intends to transfer to the transferee. The equity is not pledged, the equity is not sealed up, and it is not subject to recourse by a third party. Otherwise, the transferor shall bear all economic and legal responsibilities arising therefrom.
Three. Profit and loss sharing of related companies (including creditor's rights and debts):
1. After this agreement comes into effect, the transferee shall share the company's profits and corresponding risks and losses in proportion to the transferred equity.
2. If the transferor fails to truthfully inform the transferee of the debts incurred by the company before the equity transfer when signing the agreement, and the transferee suffers losses after becoming a shareholder of the company, the transferee has the right to recover from the transferor.
Four. Liability for breach of contract:
1. Once this agreement comes into effect, all parties must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of this agreement, it shall be liable in accordance with the law and the provisions of this agreement.
2. If the transferee fails to go through the change registration as scheduled due to the transferor's reasons, or seriously affects the transferee's purpose of concluding this agreement, the transferor shall pay liquidated damages to the transferee at one ten thousandth of the transfer money paid by the transferee. If losses are caused to the transferee due to the transferor's breach of contract, and the liquidated damages paid by the transferor are lower than the actual losses, the transferor must make additional compensation.
Verb (abbreviation for verb) Change or dissolution of agreement:
The Transferor and the Transferee may modify or terminate this Agreement through consultation. If this Agreement is modified or dissolved through negotiation, both parties shall re-sign the modification or dissolution agreement.
Burden of related expenses of intransitive verbs:
Related expenses (such as witness, evaluation or audit, industrial and commercial change registration, etc.). The expenses incurred in the process of this equity transfer shall be borne by both parties through consultation.
Seven. Dispute resolution method:
Any dispute arising from or related to this contract shall be settled by both parties through friendly negotiation. If negotiation fails, both parties agree to submit it to Shenzhen Arbitration Commission for arbitration.
Eight. Conditions for entry into force:
This agreement shall be established and come into effect after being signed by the transferor and the transferee (if the company is a foreign-invested enterprise, it shall come into effect after being approved by the examination and approval authority). After this agreement comes into effect, the change registration formalities shall be handled with Shenzhen Municipal Market Supervision Administration (hereinafter referred to as "State Market Supervision Administration") according to law.
Nine. This Agreement is made in XX copies, one for each party, one for the State Administration of Market Supervision and Shenzhen Cultural Property Exchange, and the rest are kept by relevant departments.
Transferor: transferee:
Year, month and day in Shenzhen
Note: All signatures should print the signer's name at the same time!